SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Guess?, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
401617 105
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(CUSIP Number)
Maurice Marciano
Paul Marciano
Armand Marciano
Guess?, Inc.
1444 South Alameda Street
(213) 765-3100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 2003
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
Page 1 of 21 Pages
CUSIP No.401617 10 5 13D Page 2 of 21 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maurice Marciano
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
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7 SOLE VOTING POWER
NUMBER OF
17,054,594
SHARES ________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,000
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,054,594
PERSON ________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
10,000
CUSIP No.401617 10 5 13D Page 3 of 21 Pages
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,064,594
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No.401617 10 5 13D Page 4 of 21 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul Marciano
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 12,849,298
SHARES ________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
140,870
OWNED BY
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,849,298
PERSON ________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
140,870
CUSIP No.401617 10 5 13D Page 5 of 21 Pages
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,990,168
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No.401617 01 5 13D Page 6 of 21 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Armand Marciano
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 5,050,492
SHARES ________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,050,492
PERSON ________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
CUSIP No.401617 10 5 13D Page 7 of 21 Pages
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,050,492
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No.401617 10 5 13D Page 8 of 21 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gary W. Hampar
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
140,870
OWNED BY
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
140,870
CUSIP No.401617 10 5 13D Page 9 of 21 Pages
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,870
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No.401617 10 5 13D Page 10 of 21 Pages
The reporting persons have previously filed a statement on Schedule
13G to report their ownership of the class of equity securities to which this
statement on Schedule 13D relates. This statement on Schedule 13D is being filed
to reflect that on March 14, 2003, Armand Marciano sold 1,000,000 shares of such
securities to Maurice Marciano in exchange for the cancellation by Maurice
Marciano of Armand Marciano's $4,000,000 debt to Maurice Marciano.
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Item 1. Security and Issuer.
The class of equity securities to which this statement on Schedule
13D relates is the common stock, par value $.01 per share (the "Common Stock"),
of Guess?, Inc., a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 1444 South Alameda Street, Los Angeles,
California 90021.
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Item 2. Identity and Background.
This statement on Schedule 13D is being filed on behalf of
Maurice Marciano, Paul Marciano, Armand Marciano and Gary W. Hampar. Maurice
Marciano is Co-Chairman of the Board, Co-Chief Executive Officer and Director
of the Issuer. Paul Marciano is Co-Chairman of the Board, Co-Chief Executive
Officer and Director of the Issuer. Armand Marciano is Senior Executive Vice
President of the Issuer. Mr. Hampar is an attorney. The address and principal
business office of Maurice, Paul and Armand Marciano is 1444 South Alameda
Street, Los Angeles, California 90021. The address of the principal business
office of Mr. Hampar is 9701 Wilshire Boulevard, Suite 1106, Beverly Hills,
California 90212.
None of Maurice, Paul or Armand Marciano or Mr. Hampar has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Maurice Marciano is a citizen of the Republic of France. Paul and
Armand Marciano and Mr. Hampar are citizens of the United States of America.
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Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used to make the purchases described herein
were the personal funds of Maurice Marciano, and the aggregate amount of funds
used to make the purchases described herein was $4,000,000.00.
CUSIP No.401617 10 5 13D Page 11 of 21 Pages
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Item 4. Purpose of Transaction.
The purpose of the acquisition being reported on this statement on
Schedule 13D is as an investment.
Except as otherwise described in this statement on Schedule 13D,
none of Maurice, Paul or Armand Marciano (the "Marcianos") or Mr. Hampar has any
plans or proposals that relate to or would result in any of the following
actions or events:
(a) the acquisition or disposition of any securities of the Issuer;
(b) an extraordinary corporate transaction involving the Issuer or its
subsidiaries;
(c) the transfer of a material amount of assets of the Issuer or its
subsidiaries;
(d) any change in the present board of directors or management of the
Issuer;
(e) any material change in the capitalization or dividend policy of the
Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's organizational documents or other actions which
might impede the acquisition of control of the Issuer;
(h) a class of the Issuer's securities being delisted or no longer quoted;
(i) a class of the Issuer's securities becoming eligible for termination of
registration under the Securities Exchange Act of 1934; or
(j) any similar action.
CUSIP No.401617 10 5 13D Page 12 of 21 Pages
Notwithstanding the foregoing, Maurice, Paul or Armand Marciano or
Mr. Hampar may determine to change his investment intent with respect to the
Issuer at any time in the future. Each of the Marcianos and Mr. Hampar intends
to vote his shares of Common Stock as he deems appropriate from time to time. In
determining from time to time whether to sell his shares of the Common Stock
(and in what amounts) or to retain such shares, each of the Marcianos and Mr.
Hampar will take into consideration such factors as he deems relevant, including
the business and prospects of the Issuer, anticipated future developments
concerning the Issuer, existing and anticipated market conditions from time to
time, general economic conditions, regulatory matters, and other opportunities
available to Maurice, Paul or Armand Marciano or Mr. Hampar. Each of the
Marcianos and Mr. Hampar reserves the right to acquire additional securities of
the Issuer in the open market, in privately negotiated transactions (which may
be with the Issuer or with third parties) or otherwise, to dispose of all or any
portion of his holdings of securities of the Issuer or to change his intention
with respect to any or all of the matters referred to in this Item 4.
On November 4, 2002, the Armand Marciano Trust, dated 2/20/86 (the
"Armand Marciano Trust") exercised its demand registration rights under
the Registration Rights Agreement described in Item 6, with respect to
substantially all of the Common Stock beneficially owned by Armand Marciano.
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Item 5. Interest in Securities of the Issuer.
Maurice Marciano beneficially owns 17,064,594 shares of Common Stock
as follows: 16,954,559 shares held indirectly as sole trustee of the Maurice
Marciano Trust (1995 Restatement) (the "Maurice Marciano Trust"); 10,000 shares
held indirectly as sole advisor of the Maurice Marciano 1990 Children's Trust;
90,000 shares held indirectly as president of the Maurice Marciano Family
Foundation; 10,000 shares held by his wife; and 35 shares held as sole trustee
of the Maurice Marciano Gift Trust FBO Caroline Marciano.
Paul Marciano beneficially owns 12,990,168 shares of Common Stock as
follows: 12,137,789 shares held indirectly as sole trustee of the Paul Marciano
Trust, dated 2/20/86 (the "Paul Marciano Trust"); 711,509 shares held
indirectly as sole trustee of the Paul Marciano Grantor Retained Annuity Trust
No. II; and 140,870 shares held indirectly as co-trustee of the Maurice
Marciano 2001 Children's Trust (formerly the Maurice Marciano 1996 Grantor
Retained Annuity Trust).
Armand Marciano beneficially owns 5,050,492 shares of Common Stock
as follows: 5,045,492 shares held indirectly as sole trustee of the Armand
Marciano Trust; 1,000 shares held indirectly as sole trustee of the Armand
Marciano Gift Trust-Anastasia; 1,000 shares held indirectly as sole trustee of
the Armand Marciano Gift Trust-Francesca; 1,000 shares held indirectly as sole
trustee of the Armand Marciano Gift Trust-Harrison; 1,000 shares held indirectly
as sole trustee of the Armand Marciano gift Trust-Dominique; and 1,000 shares
held indirectly as sole trustee of the Armand Marciano Gift Trust-Julien.
Mr. Hampar beneficially owns 140,870 shares of Common Stock held
indirectly as co-trustee of the Maurice Marciano 2001 Children's Trust (formerly
the Maurice Marciano 1996 Grantor Retained Annuity Trust).
CUSIP No.401617 10 5 13D Page 13 of 21 Pages
The 17,064,594 shares beneficially owned by Maurice Marciano
represent 39.6% of the outstanding shares of the Common Stock. The 12,990,168
shares beneficially owned by Paul Marciano represent 30.1% of the outstanding
shares of the Common Stock. The 5,050,492 shares beneficially owned by Armand
Marciano represent 11.7% of the outstanding shares of the Common Stock. The
140,870 shares beneficially owned by Mr. Hampar represent 0.3% of the
outstanding shares of the Common Stock.
Percentage ownership of the Common Stock is based on 43,104,039
shares of Common Stock, which represents the number of outstanding shares of
Common Stock as of March 18, 2003, as confirmed by the Issuer.
Maurice Marciano has (i) sole voting power with respect to 10,000
shares held indirectly as sole advisor of the Maurice Marciano 1990 Children's
Trust, 16,954,559 shares held indirectly as sole trustee of the Maurice Marciano
Trust, 90,000 shares held indirectly as president of the Maurice Marciano
Family Foundation, and 35 shares held as sole trustee of the Maurice Marciano
Gift Trust FBO Caroline Marciano, except for the restrictions on voting
described in Item 6; (ii) shared voting power with respect to 10,000 shares
held by his wife;(iii) sole dispositive power with respect to 10,000 shares
held indirectly as sole advisor of the Maurice Marciano 1990 Children's Trust,
16,954,559 shares held indirectly as sole trustee of the Maurice Marciano
Trust, 90,000 shares held indirectly as president of the Maurice Marciano
Family Foundation, and 35 shares held as sole trustee of the Maurice Marciano
Gift Trust FBO Caroline Marciano, except for the rights of first refusal
described in Item 6; and (iv) shared dispositive power with respect to 10,000
shares held by his wife.
Paul Marciano has (i) sole voting power with respect to 12,137,789
shares held indirectly as sole trustee of the Paul Marciano Trust and
711,509 shares held indirectly as sole trustee of the Paul Marciano Grantor
Retained Annuity Trust No. II, except for the restrictions on voting described
in Item 6; (ii) shared voting power with respect to 140,870 shares held
indirectly as co-trustee of the Maurice Marciano 2001 Children's Trust
(formerly the Maurice Marciano 1996 Grantor Retained Annuity Trust); (iii) sole
dispositive power with respect to 12,137,789 shares held indirectly as sole
trustee of the Paul Marciano Trust and 711,509 shares held indirectly as sole
trustee of the Paul Marciano Grantor Retained Annuity Trust No. II, except for
the rights of first refusal described in Item 6; and (iv) shared dispositive
power with respect to 140,789 shares held indirectly as co-trustee of the
Maurice Marciano 2001 Children's Trust (formerly the Maurice Marciano 1996
Grantor Retained Annuity Trust).
Armand Marciano has (i) sole voting power with respect to 5,045,492
shares held indirectly as sole trustee of the Armand Marciano Trust, 1,000
shares held indirectly as sole trustee of the Armand Marciano Gift
Trust-Anastasia, 1,000 shares held indirectly as sole trustee of the Armand
Marciano Gift Trust-Francesca, 1,000 shares held indirectly as sole trustee of
the Armand Marciano Gift Trust-Harrison, 1,000 shares held indirectly as sole
trustee of the Armand Marciano Gift Trust-Dominique, and 1,000 shares held
indirectly as sole trustee of the Armand Marciano Gift Trust-Julien, except for
the restrictions on voting described in Item 6; (ii) no shared voting power with
respect to any shares; (iii) sole dispositive power with respect to 5,045,492
shares held indirectly as sole trustee of the Armand Marciano Trust, 1,000
shares held indirectly as sole trustee of the Armand Marciano Gift
Trust-Anastasia, 1,000 shares held indirectly as sole trustee of the Armand
Marciano Gift Trust-Francesca, 1,000 shares held indirectly as sole trustee of
the Armand Marciano Gift Trust-Harrison, 1,000 shares held indirectly as sole
trustee of the Armand Marciano Gift Trust-Dominique, and 1,000 shares held
indirectly as sole trustee of the Armand Marciano Gift Trust-Julien, except for
the rights of first refusal described in Item 6; and (iv) no shared dispositive
power with respect to any shares.
CUSIP No.401617 10 5 13D Page 14 of 21 Pages
Mr. Hampar has (i) no sole voting power with respect to any shares;
(ii) shared voting power with respect to 140,870 shares held indirectly as
co-trustee of the Maurice Marciano 2001 Children's Trust (formerly the Maurice
Marciano 1996 Grantor Retained Annuity Trust); (iii) no sole dispositive power
with respect to any shares; and (iv) shared dispositive power with respect to
140,870 shares held indirectly as co-trustee of the Maurice Marciano 2001
Children's Trust (formerly the Maurice Marciano 1996 Grantor Retained Annuity
Trust).
On March 12, 2003, Maurice Marciano purchased 2,000 shares of the
Common Stock of the Issuer on the open market for the price of $3.33 per share.
Except for the transactions reported in this statement on Schedule
13D, none of the Marcianos or Mr. Hampar has engaged in any other transactions
in the Common Stock of the Issuer within the past 60 days.
Except as disclosed herein, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock described herein.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The following summary descriptions are qualified in their entirety
by reference to the full text of the agreements, which are incorporated herein
by reference and filed as Exhibits 1, 3, 4 and 5, respectively.
SHAREHOLDERS' AGREEMENT
The Issuer entered into an Amended and Restated Shareholders'
Agreement, dated as of August 8, 1996 (the "Shareholders' Agreement"), with the
following parties, each of whom is an affiliate of the Marcianos (the "Principal
Shareholders"): The Maurice Marciano Trust; the Paul Marciano Trust; the Armand
Marciano Trust; the Maurice Marciano 1996 Grantor Retained Annuity Trust; the
Paul Marciano 1996 Grantor Retained Annuity Trust; and the Armand Marciano 1996
Grantor Retained Annuity Trust. Pursuant to the Shareholders' Agreement, the
Principal Shareholders agreed to vote their shares of Common Stock to elect each
of Maurice, Paul and Armand Marciano, or one designee of any such person (if
such designee is reasonably acceptable to the other persons), to the Board of
Directors of the Issuer. The Shareholders' Agreement provides that each of the
Principal Shareholders has granted to the Paul Marciano Trust, the Maurice
Marciano Trust and the Armand Marciano Trust, and to the Issuer, rights of
first refusal with respect to the transfer of any shares of the Issuer's
outstanding Common Stock (with certain limited exceptions). The Marcianos
expressly disclaim that they formed a group among themselves or with or among
the parties to the Shareholders' Agreement.
CUSIP No.401617 10 5 13D Page 15 of 21 Pages
REGISTRATION RIGHTS AGREEMENT
The Issuer entered into a Registration Rights Agreement dated August
1, 1996 (the "Registration Rights Agreement") with the following shareholders:
The Maurice Marciano Trust; the Paul Marciano Trust; the Armand Marciano Trust;
the Maurice Marciano 1996 Grantor Retained Annuity Trust; the Paul Marciano 1996
Grantor Retained Annuity Trust; and the Armand Marciano 1996 Grantor Retained
Annuity Trust. The agreement provides for three (3) demand registrations for the
Common Stock of the Issuer, exercisable by holders of at least 10% of the then
outstanding registerable Common Stock. The shareholders must demand the
registration of at least 10% of the then outstanding registerable Common Stock
for each registration and may request that the registration be a "shelf"
registration under Rule 415 under the Securities Act of 1933. The agreement
further provides incidental registration rights for all parties if the Issuer
determines to file a registration statement on its own behalf or on behalf of
any selling shareholders, and the registration is on any form that would also
permit registration of the Common Stock held by the parties.
LETTER AGREEMENTS
The Armand Marciano Trust entered into letter agreements dated
February 10, 2003 with the Issuer and the other parties to the Shareholders'
Agreement and the Registration Rights Agreement which amended certain terms of
those agreements. In particular, the Issuer and the other parties to the
Shareholders' Agreement each waived their right of first refusal as to sales by
the Armand Marciano Trust of up to 440,000 shares of the Common Stock pursuant
to Rule 144 under the Securities Act. Furthermore, the parties agreed that,
until effectiveness of the registration statement filed by the Issuer pursuant
to the November 4, 2002 demand made by the Armand Marciano Trust noted above,
the Armand Marciano Trust may sell Common Stock to third parties upon two days
right of first refusal notice to the Issuer and the other parties to the
Shareholders' Agreement. Finally, the agreement provided that, if the Armand
Marciano Trust sells any Common Stock before the registration statement becomes
effective, the Issuer will include in the registration statement up to five of
the purchasers as additional selling shareholders, and will consider in good
faith including any other purchasers.
Other than the foregoing, there are no contracts, arrangements,
understandings or relationships between any of Maurice, Paul or Armand Marciano
or Mr. Hampar and any person with respect to any securities of the Issuer.
CUSIP No.401617 10 5 13D Page 16 of 21 Pages
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Item 7. Material to be Filed as Exhibits.
Exhibit 1 Amended and Restated Shareholders' Agreement
dated as of August 8, 1996 (incorporated by
reference to Exhibit 10.1 to the Annual Report
on Form 10-K filed on March 31, 1997 by Guess?,
Inc. (File No. 001-11893))
Exhibit 2 First Amendment to Amended and Restated
Shareholders Agreement dated as of March 31,
1997 (incorporated by reference to Exhibit
10.31 of the Quarterly Report on Form 10-Q
filed on May 14, 1997 by Guess?, Inc. (File No.
001-11893))
Exhibit 3 Registration Rights Agreement dated as of August
1, 1996 (incorporated by reference to Exhibit
10.14 of the Quarterly Report on Form 10-Q filed
on October 23, 1996 by Guess?, Inc.
(File No. 001-11893))
Exhibit 4 Letter agreement dated February 10, 2003
between the Issuer and the Armand Marciano Trust
Exhibit 5 Letter agreement dated February 10, 2003 among
the Maurice Marciano Trust, the Paul Marciano
Trust, the Paul Marciano 1996 Grantor Retained
Annuity Trust, the Armand Marciano 1996 Grantor
Retained Annuity Trust and the Armand Marciano
Trust
Exhibit 6 Stock Purchase Agreement, dated as of March 14,
2003, between the Armand Marciano Trust and the
Maurice Marciano Trust
Exhibit 7 Joint Filing Agreement, dated as of March 24,
2003
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CUSIP No.401617 10 5 13D Page 17 of 21 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 24, 2003
MAURICE MARCIANO
/s/ MAURICE MARCIANO
----------------------------------------
(Signature)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
CUSIP No.401617 10 5 13D Page 18 of 21 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 24, 2003
PAUL MARCIANO
/s/ PAUL MARCIANO
----------------------------------------
(Signature)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
CUSIP No.401617 10 5 13D Page 19 of 21 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 24, 2003
ARMAND MARCIANO
/s/ ARMAND MARCIANO
----------------------------------------
(Signature)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
CUSIP No.401617 10 5 13D Page 20 of 21 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 24, 2003
GARY W. HAMPAR
/s/ GARY W. HAMPAR
----------------------------------------
(Signature)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
CUSIP No.401617 10 5 13D Page 21 of 21 Pages
EXHIBIT INDEX
Exhibit No. Description
1 Amended and Restated Shareholders' Agreement
dated as of August 8, 1996 (incorporated by
reference to Exhibit 10.1 to the Annual Report
on Form 10-K filed on March 31, 1997 by Guess?,
Inc. (File No. 001-11893))
2 First Amendment to Amended and Restated
Shareholders Agreement dated as of March 31,
1997 (incorporated by reference to Exhibit
10.31 of the Quarterly Report on Form 10-Q
filed on May 14, 1997 by Guess?, Inc. (File No.
001-11893))
3 Registration Rights Agreement dated as of
August 1, 1996 (incorporated by reference to
Exhibit 10.14 of the Quarterly Report on Form
10-Q filed on October 23, 1996 by Guess?, Inc.
(File No. 001-11893))
4 Letter agreement dated February 10, 2003
between the Issuer and the Armand Marciano Trust
5 Letter agreement dated February 10, 2003 among the
Maurice Marciano Trust, the Paul Marciano Trust,
the Paul Marciano 1996 Grantor Retained Annuity
Trust, the Armand Marciano 1996 Grantor Retained
Annuity Trust and the Armand Marciano Trust
6 Stock Purchase Agreement, dated as of March 14,
2003, between the Armand Marciano Trust and the
Maurice Marciano Trust
7 Joint Filing Agreement, dated as of March 24,
2003
EXHIBIT 4
February 10, 2003
Mr. Armand Marciano, Trustee
Armand Marciano Trust
9101 Hazen Drive
Beverly Hills, CA 90210
Re: Demand Registration
Dear Mr. Marciano:
On November 4, 2002, the Armand Marciano Trust (the "AMT") exercised its demand
registration rights under Section 2(a) and 2(b) of the Registration Rights
Agreement, by and among AMT, Guess ?, Inc. (the "Company"), the Maurice Marciano
Trust (1995 Restatement), the Paul Marciano Trust dated February 20, 1986, the
Paul Marciano 1996 Grantor Retained Annuity Trust and the Armand Marciano 1996
Grantor Retained Annuity Trust (the "Registration Rights Agreement").
Pursuant to our recent discussion with respect to the timing of the filing of a
registration statement on the appropriate form (the "Registration Statement"),
with the United States Securities and Exchange Commission (the "Commission") AMT
and the Company have agreed to the following terms and conditions:
1. The Company agrees to use its best efforts to file the Registration Statement
promptly following the date which is the earlier of March 1, 2003, or the date
on which the Company previously announced $75 million securitization transaction
(the "Securitization") closes (the "Registration Deadline"). The Company agrees
to continue to use its best efforts to prepare a draft of the Registration
Statement as soon as practicable, but so as to be ready to file it no later than
the Registration Deadline. In the event that the Securitization does not close
on or before March 1, 2003, AMT agrees to consider, in good faith, written
requests by the Company for an extension of the Registration Deadline.
2. AMT agrees that compliance by the Company with the provisions of Section 1
hereof shall constitute compliance by the Company with its obligation to use its
"best efforts" to file the Registration Statement pursuant to the Registration
Rights Agreement.
3. The Company agrees that it shall not exercise its rights under Section
2(d)(iv) of the Registration Rights Agreement with respect to the filing of the
Registration Statement.
4. The Company agrees to waive the provisions of Section 4 of the Amended and
Restated Shareholders' Agreement, dated as of August 8, 1996, as amended (the
"Shareholder Agreement") for the sale by AMT of up to 440,000 shares of the
common stock of the Company pursuant to Rule 144 of the Securities Act of 1933.
5. The Company agrees that until the date on which the SEC declares the
Registration Statement effective, notwithstanding anything in Section 4(B) of
the Shareholder Agreement, within two (2) business days of receipt from AMT of a
"Sale Notice" (as that term is defined in the Shareholder Agreement) the Company
will either (a) exercise its right to purchase any "Offered Shares" (as that
term is defined in the Shareholder Agreement) pursuant to Section 4(B) or (b)
waive its rights under Section 4(B) of the Shareholder Agreement so that the
transfer can immediately proceed. If a right to purchase is exercised under the
Shareholder Agreement, the closing shall occur within five (5) business days of
the exercise.
6. If AMT makes any sales of restricted shares of the common stock of the
Company before the effectiveness of the Registration Statement, the Company will
include up to five of the purchasers as additional selling shareholder in the
Registration Statement, and will consider in good faith including any other
purchasers; provided that any additional selling shareholders shall be subject
to the terms of the Registration Rights Agreement.
7. AMT and the Company agree that the terms and conditions of this letter
agreement are only effective if the letter agreement attached hereto as Exhibit
A has also been signed and accepted and agreed to by all the parties.
8. The terms and conditions of this letter agreement are deemed to be
confidential for disclosure only to the parties to the Registration Rights
Agreement and their legal and financial advisors, unless disclosure is otherwise
required by applicable law or a court of relevant jurisdiction.
If you have any questions regarding this letter agreement, please contact Ralph
W. Flick, Corporate Counsel at your convenience.
Very truly yours,
GUESS ?, INC.
By /s/ CARLOS ALBERINI
----------------------------------------
Name: Carlos Alberini
Its: President and Chief Operating Officer
ACCEPTED AND AGREED:
ARMAND MARCIANO TRUST
By /s/ ARMAND MARCIANO
Name: Armand Marciano
Its: Trustee
cc: Theodore Guth, Esq.
Maurice Marciano Trust (1995 Restatement)
Paul Marciano Trust dated February 20, 1986
Paul Marciano 1996 Grantor Retained Annuity Trust
Armand Marciano 1996 Grantor Retained Annuity Trust
Exhibit A
Letter Agreement
February 10, 2003
Mr. Armand Marciano, Trustee
Armand Marciano Trust
9101 Hazen Drive
Beverly Hills, CA 90210
Re: Demand Registration
Dear Mr. Marciano:
On November 4, 2002, the Armand Marciano Trust (the "AMT") exercised its demand
registration rights under Section 2(a) and 2(b) of the Registration Rights
Agreement (the "Registration Rights Agreement"), by and among AMT, Guess ?, Inc.
(the "Company"), the Maurice Marciano Trust (1995 Restatement) ("MMT"), the Paul
Marciano Trust dated February 20, 1986 ("PMT"), the Paul Marciano 1996 Grantor
Retained Annuity Trust ("PMGRAT") and the Armand Marciano 1996 Grantor Retained
Annuity Trust ("AMGRAT", and together with MMT, PMT and PMGRAT, the "Trusts")
Pursuant to your recent discussion with the Company respect to the timing of the
filing by the Company of a registration statement on the appropriate form (the
"Registration Statement"), with the United States Securities and Exchange
Commission (the "Commission") AMT and the Trusts have agreed to the following
terms and conditions:
1. The Trusts agree to waive the provisions of Section 4 of the Amended and
Restated Shareholders' Agreement, dated as of August 8, 1996, as amended (the
"Shareholder Agreement") for the sale by AMT of up to 440,000 shares of the
common stock of the Company pursuant to Rule 144 of the Securities Act of 1933.
2. The Trusts agree that until the date on which the Securities and Exchange
Commission declares the Registration Statement effective, notwithstanding
anything in Section 4(B) of the Shareholder Agreement, within two (2) business
days of receipt from AMT of a "Sale Notice" (as that term is defined in the
Shareholder Agreement) the Trusts will either (a) exercise their right to
purchase any "Offered Shares" (as that term is defined in the Shareholder
Agreement) pursuant to Section 4(B) or (b) waive their rights under Section 4(B)
of the Shareholder Agreement so that the transfer can immediately proceed. If a
right to purchase is exercised under the Shareholder Agreement, the closing
shall occur within five (5) business days of the exercise.
3. If AMT makes any sales of shares of the common stock of the Company before
the effectiveness of the Registration Statement, the Company will include up to
five of the purchasers as additional selling shareholder in the Registration
Statement, and will consider in good faith including any other purchasers.
4. AMT and the Trusts agree that the terms and conditions of this letter
agreement are only effective if the letter agreement attached hereto as Exhibit
A has also been signed and accepted and agreed to by all the parties noted.
5. The timing on the right of first refusal, the terms and conditions of this
letter agreement are deemed to be confidential for disclosure only to the
parties to the Registration Rights Agreement and their legal and financial
advisors, unless disclosure is otherwise required by applicable law or a court
of relevant jurisdiction.
Very truly yours,
MAURICE MARCIANO TRUST
(1995 Restatement)
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
PAUL MARCIANO TRUST
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
PAUL MARCIANO 1996 GRANTOR
RETAINED ANNUITY TRUST
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
ARMAND MARCIANO 1996
GRANTOR RETAINED ANNUITY
TRUST
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
ACCEPTED AND AGREED:
ARMAND MARCIANO TRUST
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
cc: Theodore Guth, Esq.
Guess ?, Inc.
EXHIBIT 5
February 10, 2003
Mr. Armand Marciano, Trustee
Armand Marciano Trust
9101 Hazen Drive
Beverly Hills, CA 90210
Re: Demand Registration
Dear Mr. Marciano:
On November 4, 2002, the Armand Marciano Trust (the "AMT") exercised its demand
registration rights under Section 2(a) and 2(b) of the Registration Rights
Agreement (the "Registration Rights Agreement"), by and among AMT, Guess ?, Inc.
(the "Company"), the Maurice Marciano Trust (1995 Restatement) ("MMT"), the Paul
Marciano Trust dated February 20, 1986 ("PMT"), the Paul Marciano 1996 Grantor
Retained Annuity Trust ("PMGRAT") and the Armand Marciano 1996 Grantor Retained
Annuity Trust ("AMGRAT", and together with MMT, PMT and PMGRAT, the "Trusts")
Pursuant to your recent discussion with the Company respect to the timing of the
filing by the Company of a registration statement on the appropriate form (the
"Registration Statement"), with the United States Securities and Exchange
Commission (the "Commission") AMT and the Trusts have agreed to the following
terms and conditions:
1. The Trusts agree to waive the provisions of Section 4 of the Amended and
Restated Shareholders' Agreement, dated as of August 8, 1996, as amended
(the "Shareholder Agreement") for the sale by AMT of up to 440,000 shares
of the common stock of the Company pursuant to Rule 144 of the Securities
Act of 1933.
2. The Trusts agree that until the date on which the Securities and Exchange
Commission declares the Registration Statement effective, notwithstanding
anything in Section 4(B) of the Shareholder Agreement, within two (2)
business days of receipt from AMT of a "Sale Notice" (as that term is
defined in the Shareholder Agreement) the Trusts will either (a) exercise
their right to purchase any "Offered Shares" (as that term is defined in
the Shareholder Agreement) pursuant to Section 4(B) or (b) waive their
rights under Section 4(B) of the Shareholder Agreement so that the transfer
can immediately proceed. If a right to purchase is exercised under the
Shareholder Agreement, the closing shall occur within five (5) business
days of the exercise.
3. If AMT makes any sales of shares of the common stock of the Company before
the effectiveness of the Registration Statement, the Company will include
up to five of the purchasers as additional selling shareholder in the
Registration Statement, and will consider in good faith including any other
purchasers.
4. AMT and the Trusts agree that the terms and conditions of this letter
agreement are only effective if the letter agreement attached hereto as
Exhibit A has also been signed and accepted and agreed to by all the
parties noted.
5. The timing on the right of first refusal, the terms and conditions of this
letter agreement are deemed to be confidential for disclosure only to the
parties to the Registration Rights Agreement and their legal and financial
advisors, unless disclosure is otherwise required by applicable law or a
court of relevant jurisdiction.
Very truly yours,
MAURICE MARCIANO TRUST
(1995 Restatement)
/s/ MAURICE MARCIANO
By ------------------------------------------
Name: Maurice Marciano
Its: Trustee
PAUL MARCIANO TRUST
/s/ PAUL MARCIANO
By ------------------------------------------
Name: Paul Marciano
Its: Trustee
PAUL MARCIANO 1996 GRANTOR
RETAINED ANNUITY TRUST
/s/ MAURICE MARCIANO
By ------------------------------------------
Name: Maurice Marciano
Its: Trustee
ARMAND MARCIANO 1996
GRANTOR RETAINED ANNUITY
TRUST
/s/ MAURICE MARCIANO
By ------------------------------------------
Name: Maurice Marciano
Its: Trustee
ACCEPTED AND AGREED:
ARMAND MARCIANO TRUST
/s/ ARMAND MARCIANO
By ------------------------------------------
Name: Armand Marciano
Its: Trustee
cc: Theodore Guth, Esq.
Guess ?, Inc.
EXHIBIT 6
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into as
of March 14, 2003 by and between the Armand Marciano Trust dated February 20,
1986 ("Seller") and the Maurice Marciano Trust (1995 Restatement)("Buyer"). In
consideration of the mutual covenants and agreements contained herein, the
parties agree as follows:
1. Purchase and Sale. Seller hereby sells One Million (1,000,000) shares of the
Common Stock of Guess ?, Inc. (the "Shares") to Buyer, and Buyer hereby
purchases the Shares from Seller, in exchange for the cancellation by Buyer of
Seller's Four Million Dollar ($4,000,000) debt to Buyer. Seller is irrevocably
instructing Merrill Lynch to submit certificate(s) for transfer of the Shares to
Buyer.
2. Representation and Warranties.
2.1 Binding Agreement. Each party represents and warrants that (i) this
Agreement has been duly executed and delivered by that party; and (ii) the
Agreement constitutes the legal, valid and binding obligation of that party,
enforceable against that party in accordance with its terms; and (iii) the
execution, delivery and performance of this Agreement will not breach or
constitute grounds for the occurrence or declaration of a default under or
termination of any agreement, indenture, undertaking, permit, license, or other
instrument to which that party is a party or by which it or any of its
properties may be bound or affected.
2.2 Ownership. Seller represents that he is transferring the Shares free
and clear of any security interest, claim, lien, charge, mortgage, deed,
assignment, pledge, hypothecation, encumbrance, easement, or restriction of any
kind or nature, except those imposed by applicable securities laws.
2.3 Brokers. Neither party has employed any broker or finder in connection
with the Agreement and neither party shall have any liability or otherwise
suffer or incur any loss as a result of or in connection with any brokerage or
finder's fee or other commission of any person retained by the other party in
connection with this Agreement.
2.4 Stock Representations. Buyer hereby represents and warrants that:
2.4.1 Investment. The Shares are being acquired for investment for
Buyer's own account, not as a nominee or agent, and not with a view to the
sale or distribution of all or any part thereof. Buyer has the requisite
knowledge and experience to assess the relative merits and risks of a
purchase of the Shares.
2.4.2 Not Registered. Buyer understands that the Shares are neither
(a) registered under the Securities Act of 1933 nor (b) qualified under any
state securities laws, and the Shares may not be sold or otherwise
transferred except pursuant to an effective registration statement or an
exemption from applicable registration and qualification requirements.
Buyer understands that each certificate for the Shares shall bear a legend
relating to that effect.
3. Miscellaneous. This Agreement sets forth the entire agreement and
understanding of the parties hereto in respect to the purchase and sale, and
supersedes all prior agreements, arrangements and understandings relating to the
subject matter hereof and is not intended to confer upon any other person any
rights or remedies hereunder. There have been no representations or statements,
oral or written, that have been relied on by any party hereto, except those
expressly set forth in this Agreement. This Agreement may not be amended,
altered or modified except by a writing signed by the parties. This Agreement
may be executed simultaneously in two or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
Armand Marciano Trust dated February 20, 1986
/s/ ARMAND MARCIANO
By -------------------------------------------
Armand Marciano, trustee
Maurice Marciano Trust (1995 Restatement)
/s/ MAURICE MARCIANO
By -------------------------------------------
EXHIBIT 7
AMENDED AND RESTATED
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13D (including any and all amendments thereto) with respect to the
shares of common stock, $0.01 par value, of Guess?, Inc., and further agree that
this Joint Filing Agreement be included as an Exhibit thereto. In addition, each
party to this Agreement expressly authorizes each other party to this Agreement
to file on its behalf any and all amendments to such statement.
Each of the undersigned agrees to be responsible for the timely filing of
the Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning itself contained therein. This Agreement
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
Date: March 24, 2003
MAURICE MARCIANO
/s/ MAURICE MARCIANO
-------------------------
PAUL MARCIANO
/s/ PAUL MARCIANO
-------------------------
ARMAND MARCIANO
/s/ ARMAND MARCIANO
-------------------------
GARY W. HAMPAR
/s/ GARY W. HAMPAR
-------------------------